Thomas has led some of the most successful M&A deals around the world – including Deutsche Post acquisition of Global Mail, Goodyear Sumitomo Rubber merger, Avaya Global Connect joint venture with Tata and Albany International and Geshmaygroup merger

His successful deal transactions have been selected by Harvard as part of Harvard Business School case studies on mergers and acquisitions

Accomplished faculty leader who has taught in institutions like the KPMG Zürich University, PwC European Center of Excellence and more

With over 19 years of M&A experience, Thomas Kessler has led major landmark M&A transactions including Deutsche Post acquisition of Global Mail, Deutsche Telekom Orange Netherlands combination, Goodyear Sumitomo Rubber merger, Avaya Global Connect JV with Tata, Wacker and Air Products JV and the Albany International and Geshmay group merger. The latter has been featured as a Harvard Business School Case Study.

He is now the Founder and Managing Partner of IntegrationSuccess GmbH. His primary focus is on creating financial value for companies through M&A, JV and corporate restructuring. He has been involved in over 25 major transactions with a total valuation of more than US$20 billion. Thomas is an accomplished faculty leader in universities and institutions globally such as the KPMG, Zürich University PWC European Center of Excellence and Ericsson Training Center.

This course has been independently certified as conforming to universally accepted CPD guidelines. On average, this executive program contributes 16 hours towards your CPD.

Program Summary

Mergers and acquisitions demand the right skills and strategy – with only one chance to get it right. Based on a recent Harvard Business School article, 70% to 90% of mergers and acquisitions fall short of meeting their financial expectations. This comprehensive executive program is designed to help financial leaders to make their M&A strategies right.

In this 2-day intensive executive program, you will learn how to develop end-to-end acquisition strategy for your organization – starting from identifying the right acquisition target to quantifying transaction synergies to structuring the deal to implementing successful post merger integration strategy. You will learn how to shortlist a potential list of acquisition targets which complement your existing business, adopt the right valuation technique and finance the acquisition with the most cost effective instruments. At the end of the 2-day program, you will take away the right acquisition strategy to successfully achieve your required synergies.

Led by a faculty director who has successfully led over US$20 billion of deal transaction, Thomas Kessler’s M&A transactions has been featured by Harvard Business School as HBS case study. You will also be exposed to group discussions and engage in live case studies with other financial leaders and you will have the opportunity to establish a network with other financial leaders like yourself across multiple industries and countries.

Programs, dates and locations are subject to change. In accordance with Clariden Global policy, we do not discriminate against any person on the basis of race, color, sex, religion, age, national or disability in admission to our programs.

Introduction

Companies that can execute successful M&A strategies are able to create and seize significant financial value and organizational growth. According to a recent survey by Ernst & Young, 72% of global companies expect M&A volumes to rise over the next 12 months, but only 29% of major companies are expecting to make acquisitions in the same period. With this gap between expectations and ground realities, those who are able to take action and secure assets before their competitors are able to reap big first mover advantages. The key differentiating factor between failure and success is the ability to create financial value, use different M&A strategies and identify the suitable target, in order to secure maximum growth for companies. Additionally, implementing the right post merger integration will help companies meet their financial expectations.

In this 2-day intensive executive program, you will learn how to develop the right acquisition strategy for your organization – from identifying the right acquisition target or merger partner, to quantifying transaction synergies to structuring the deal itself. You will discover how to shortlist a potential list of acquisition targets that complements your existing business, adopt the right valuation technique and finance the acquisition with the most cost effective instruments. You will also learn to how to implement a successful post merger integration strategy.

Led by a faculty director who has successfully led over US$20 billion of deal transaction, Thomas Kessler’s M&A transactions have been featured by Harvard Business School as HBS case study. You will also be exposed to group discussions and engage in live case studies with other financial leaders and you will have the opportunity to establish a network with other financial leaders like yourself across multiple industries and countries.

This executive program is launched concurrently with Mergers and Acquisitions Financial Modeling. As both programs are designed to help you establish the right M&A capabilities for your organization, you are encouraged to send in multiple participants to these two highly popular M&A programs.

What You Can Expect

Acquisition vs. Alliances – Understand when you should acquire and when you should partner

Acquisition target identification, profiling and engagement – Understand how to select the right target and plan your acquisition strategy right from the beginning

Develop M&A capabilities – Build a successful M&A team for your organization. Create the right capability and deal structuring knowledge across your organization

Synergies – Analyze and value deal synergies and risks

Transaction Structuring – Arm your deal knowledge by understanding how to structure a transaction in the most effective manner from tax, legal and liability standpoint

Due Diligence – Understand the key due diligence required when conducting an M&A process

Valuation – Learn how to allocate the right acquisition price on your target and the premium you need to pay in a transaction to make the acquisition work

Acquisition Triggered DivestitureUsing Haspeslagh’s matrix to define when to divest a business that you acquired with a larger entityHBR – The way to win in Cross-Border Alliances – ReaderHBR – The determinants and evaluation of merger success – Reader

Current Trends in M&AWhat is driving deals in the region? – Inbound/Outbound – Industry Trends

Introduction of the M&A Life-cycleGaining an overview of the three phases including a high level discussion of each step of the pre deal, deal, and post deal phase. Identification and definition of the key integration factors that will assure your success‘Group Exercise III’ discussion of the M&A Life cycle

Mergers & Acquisitions – Preparing a Successful Transaction Process

Advanced Strategizing ModelLinking situation analysis, scenario development, strategy development and goal/criteria assessment to option evaluationDiscussion of the application of appropriate tools to support the various elements of the strategizing model – enabling re-thinkability of thoughts and corporate decisions)

Pre Deal is Post Deal – Mindset and Preparatory Steps That Determine Your Success Post DealWhat are the five critical steps during the “Strategic Selection Phase”

Hunting for the right partnerDiscussion of sources of deals – Presentation and ‘Group Exercise II’ – identify your relevant sources

Assembling the right teamDiscussion of size and skills

Building a list and establishing a shortlist of targetsApproach to identify your best target

Legal Forms of Strategic Alliances and JVsDiscussion of various legal forms for strategic alliances and JVs including the pro’s and con’s of such structures? (Corporation with limited liability the general and limited partnership, contractual joint ventures and co-ownerships)

Framing the Initial Joint Venture DocumentationWhat defining elements do you need to be mindful of, when forming your strategic alliances?

Discussion of the outline of the Core Joint Venture Framework

Review of the outline of Service, Patent and Know How AgreementsThe discussion includes interpretation, objective, legal and financial structure, contributions, operational realities, JV-management issues, directors, control, business and marketing planning, division of earnings to name just a fraction of the critical elements

Review of the context based on a European Arabic JV

‘Group Exercise VI’ – Group-case of Factiva JV Case, guided-brainstorming exercise to identify alternative structures bridging both ends of the spectrum and provide flexibility and entrepreneurial room for business success

Defining the Scope of the VentureHarvard Business Case: R. IVEY School of Business University of Western Ontario – NORA-SAKARI: A proposed JV in Malaysia‘Group Exercise VII’ – Group-case. The delegates will work in groups to prepare a draft JV agreement and strategy for presentation to the rest of the group. The desired outcome should lead to a successful closure of a JV agreement – contrary to the actual case!

Adopting the Right Acquisition Hostile versus Friendly Takeovers

Key Strategic Elements and Phases in Takeover Defence and How to Combat ThemDelegates will use the case of “American Standard” to understand the timing and phases as well as critical elements in hostile deals and what can be done to combat hurdles and poison pills put in place by the defender

Pro’s and Con’s of Hostile versus Friendly Takeover Transactions and Requirements and Focus PointsDelegates will review the strategic impact along various dimensions such as deal team, timing, deal tactics and strategies, integration needs and value extraction

Harvard Business Case: Leverage Restructuring as a Takeover Defence “The Case of American Standard”‘Group Exercise VIII’ – Darden Graduate School of Business Administration, The University of Virginia – Delegates will use the case to understand the elements, timing phasing, deal team participants, strategic approach of hostile transactions

Post Merger Integration Success

8 Key Phases of Pre and Post Merger IntegrationDelegates will review key phases, their components, including practical to do’s to implement and manage any integration effectively

3 Key Events of Successful M&A IntegrationsDelegates will work through the reasoning, desired outcome and agenda of the 3 key events in any successful M&A integration. (Executive Alignment – Signing; Synergy Working Session – Signing to Closing; Transition Team Launch - Day One)

7 Deadly Sins of M&A IntegrationDelegates will learn about the 7 key issues that need to be avoided at all times and what to put in place instead to ensure integration success

Day 2 - Morning

Due Diligence and Synergies – Analyzing a Target Company and Its Value Creation Power

Understanding Due DiligenceDiscussion of the due diligence process and its components

Completing Core Financial and Operational Analyses on a Target BusinessWhat are the most critical financial metrics that need to be fully understood?‘Group Exercise IX’ – Working Capital Analysis

Analyzing Transaction Synergies and RisksDiscussion of possible transaction challenges, risks, hurdles versus synergies and dis-synergies. How to identify and quantify synergies using interviews? Introducing two largely successful synergy templates used by MNCs

Business Valuation

Identify the Key Components of the Purchase Price Formula‘Group Exercise X’ – Business valuation the simple way

The Different Approaches Used for Valuation and Their DifferencesGroup discussion of the valuation methodologies‘Group Exercise XI’ – The delegates will be divided into groups, discuss and present a) the advantages and disadvantages of the discount cash flow (DCF) valuation method, b) the difference between enterprise value and equity value, c) the strengths and weaknesses of the income approach, d) when to use a market vs cost approach in valuation

How will Specific Corporate Situations Impact Valuation Results?How to integrate valuation of synergies into the overall pricing of a transaction? How to conduct valuations of loss makers using multiples? How do restructuring costs impact valuations? How to use earn-outs in your valuation? How to incorporate LBO valuation principles into your pricing?

Harvard Business Case: Leverage Restructuring as a Takeover Defence “The Case Of American Standard”‘Group Exercise XII’ – Darden Graduate School of Business Administration, The University of Virginia – Use of financial vehicles to defined a hostile take-over Group-case. The delegates will work in groups to identify the financial structure and the reasoning behind it. In addition we will discuss non financial structure elements and their applicability in a takeover defence

Real Options ApproachDiscussion of the use of real options and their application in business valuation

Day 2 - Afternoon

Tax Considerations

Tax ConsiderationsWhat are the four key M&A tax considerations used in deal structures

Financing Vehicles / AlternativesReview of available instruments covering a broad range from debt to equity structures including hybrid instruments

Assessing the Need for a Capital Structure AdjustmentIdentifying typical scenarios that trigger board of directors to consider adjustments to the company’s capital structure and appropriate solutions to accomplish the objective. Solutions may include above discussed instruments but also dividends, swaps, reverse rights, etc.